1A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events:22(1) 23The limited partnership’s having notice of the person’s express will to withdraw as a general partner or on a later date specified by the person;
48(2) 49An event agreed to in the partnership agreement as causing the person’s dissociation as a general partner;
66(3) 67The person’s expulsion as a general partner pursuant to the partnership agreement;
79(4) 80The person’s expulsion as a general partner by the unanimous consent of the other partners if:96(a) 97It is unlawful to carry on the limited partnership’s activities with the person as a general partner;
114(b) 115There has been a transfer of all or substantially all of the person’s transferable interest in the limited partnership, other than a transfer for security purposes, or a court order charging the person’s interest, which has not been foreclosed;
154(c) 155The person is a corporation and, within 90 days after the limited partnership notifies the person that the corporation will be expelled as a general partner because the corporation has filed a certificate of dissolution or the equivalent, the corporation’s charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, and there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or
237(d) 238The person is a limited liability company or partnership that has been dissolved and whose business is being wound up;
258(5) 259On application by the limited partnership, the person’s expulsion as a general partner by judicial determination because:276(a) 277The person engaged in wrongful conduct that adversely and materially affected the limited partnership activities;
292(b) 293The person willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under s. 320620.1408; 321or 322(c) 323The person engaged in conduct relating to the limited partnership’s activities which makes it not reasonably practicable to carry on the activities of the limited partnership with the person as a general partner;
356(6) 357The person’s:359(a) 360Becoming a debtor in bankruptcy;
365(b) 366Execution of an assignment for the benefit of creditors;
375(c) 376Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person’s property; or
404(d) 405Failure, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the general partner or of all or substantially all of the person’s property obtained without the person’s consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated;
462(7) 463In the case of a person who is an individual:473(a) 474The person’s death;
477(b) 478The appointment of a guardian or general conservator for the person; or
490(c) 491A judicial determination that the person has otherwise become incapable of performing the person’s duties as a general partner under the partnership agreement;
514(8) 515In the case of a person that is a trust or is acting as a general partner by virtue of being a trustee of a trust, distribution of the trust’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor trustee;
564(9) 565In the case of a person that is an estate or is acting as a general partner by virtue of being a personal representative of an estate, distribution of the estate’s entire transferable interest in the limited partnership, but not merely by reason of the substitution of a successor personal representative;
616(10) 617Termination of a general partner that is not an individual, partnership, limited liability company, corporation, trust, or estate; or
636(11) 637The limited partnership’s participation in a conversion or merger under this act, if the limited partnership:653(a) 654Is not the converted or surviving entity; or
662(b) 663Is the converted or surviving entity but, as a result of the conversion or merger, the person ceases to be a general partner.
